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HomeMy WebLinkAboutR93-057 Lake Creek Affordable Housing Corporation Articles and By-Laws 410 Commissioner do,,i, 1 _ moved adoption of the followin% Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 93 -g APPROVING THE ARTICLES OF INCORPORATION AND BY -LAWS OF LAKE CREEK AFFORDABLE HOUSING CORPORATION WHEREAS, the Board of County Commissioners by Resolution 93 -12 had directed the County Manager and County Attorney to incorporate a Colorado not - for - profit corporation to develop, maintain and operate safe, sanitary housing at affordable rental; and WHEREAS, the County Manager and County Attorney have caused to be drafted Articles of Incorporation and By -Laws as directed by the Board, which are attached as Exhibit A; and WHEREAS, said proposed Articles of Incorporation and By -Laws conform with the direction provided by the Board of County Commissioners. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Board of County Commissioners approves the Articles of Incorporation and By -Laws of the "Lake Creek Affordable Housing Corporation" as set forth in Exhibit A. FURTHER, that the Board appoints F. Johnnette Phillips and Jack D. Lewis to the Board of Directors of the Lake Creek Affordable Housing Corporation; and the Board also appoints James G. Fitzpatrick nominee of the Corum Real Est ate Group, Inc. to the Board of Directors and reserves the appointment of a director to represent an Eagle County employer as provided in the By -Laws until a later date. , 4 411 IAI MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, this A ( day of May, 1993. it _ (W lit COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its ATTEST: # JO, S BOARD OF COUNTY COMMISSIONERS r y * .. n q p_ `o- it Qit- By: -v L�1 rk to e Board of Georg G Chairman County Commissioners G J j nnette Phillip'7 Commis 'loner 0 11iP es E. J .' T o — ommissione Commissioner ,,„, . ■�•di„ �i� seconded adoption of the foregoing reso E'tion. T fl roll having been called, the vote was as follows: Commissioner George A. Gates At _'___ — Commissioner Johnnette Phillips AL'? Commissioner James E. Johnson, Jr. / /9f, I- This Resolution passed by 3 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. lake.res 411 . III ARTICLES OF INCORPORATION OF LAKE CREEK AFFORDABLE HOUSING CORPORATION The undersigned adult natural person, acting as incorporator, hereby establishes a nonprofit corporation pursuant to the Colorado Nonprofit Corporation Act and adopts the following articles of incorporation: ARTICLE I Name The name of the corporation is Lake Creek Affordable Housing Corporation. ARTICLE II Duration The corporation shall have perpetual existence, which existence shall commence upon the issuance by the Secretary of State of Colorado of the certificate of incorporation. ARTICLE III purposes. Powers. Restrictions on Powers (a) The corporation is organized and shall be operated exclusively on behalf of and for the benefit and in furtherance of the purposes of Eagle County, Colorado, and the inhabitants thereof. All monies realized by the corporation shall be used exclusively for the operation, maintenance and development of property of the corporation, including payment of obligations of the corporation in connection therewith, which property shall be used to provide decent, safe and sanitary housing at affordable rates to individuals or families of low or moderate income, all as determined by the board of directors of the corporation from time to time. Any such property shall be located within the geographical boundaries of Eagle County, Colorado or have a substantial connection therewith. (b) In furtherance of the foregoing purposes and objectives (but not otherwise) and subject to the restrictions set forth in section (c) of this article, the corporation shall have and may exercise all of the powers now or hereafter conferred upon nonprofit corporations organized under the laws of Colorado and may Ir EXHIBIT • s do everything necessary or convenient for the accomplishment of any of its corporate purposes, either alone or in connection with other organizations, entities or individuals, and either as principal or agent, including but not limited to exercising the power and authority to issue its own bonds or other obligations and to secure the same by a pledge of any property of the corporation, subject to such limitations as are or may be prescribed by law. If the corporation shall exercise its authority to issue its own bonds or other obligations, said bonds or other obligations shall not constitute a direct or indirect debt or financial obligation whatsoever of Eagle County, Colorado or the State of Colorado. (c)(1) No part of the net earnings of the corporation shall inure to the benefit of or be distributable to any director or officer of the corporation, or any other private person (except that reasonable compensation may be paid for services rendered to or for the benefit of the corporation affecting one or more of its purposes), and no director or officer of the corporation, or any other individual, shall be entitled to share in any distribution of any of the corporate assets on dissolution of the corporation or otherwise. (2) All property of the corporation shall be owned for the benefit of Eagle County, Colorado, and subject to the condition that, upon dissolution of the corporation, all of the corporation's assets remaining after payment of or provision for all of its liabilities shall be paid over or transferred to Eagle County, Colorado. This limitation shall not restrict the ability of the corporation to pledge its property to secure the payment of its obligations. (3) The corporation at all times shall be one not organized for profit. ARTICLE IV Registered Office and Agent The address of the initial registered office of the corporation is Eagle County Building, 500 Broadway, Eagle, Colorado 81631. The name of its initial registered agent at such address is James R. Fritze. ARTICLE V Members The corporation shall have no members. D7620.A(PF) 2 05/15/93 410 411 ARTICLE VI Board of Directors The affairs of the corporation shall be managed by a board of directors. The number of directors, their classifications, if any, their terms of office and the manner of their election or appointment shall be determined according to the . bylaws of the corporation from time to time in force. The initial board of directors shall consist of five (5) members and the names and addresses of those persons who are to serve as four (4) of such directors are as follows: Name Address F. Johnnette Phillips Eagle County Building 500 Broadway, P.O. Box 850 Eagle, Colorado 81631 Jack D. Lewis Eagle County Building 500 Broadway, P.O. Box 850 Eagle, Colorado 81631 James G. Fitzpatrick Corum Real Estate Group, Inc. One DTC,'5251 DTC Parkway, Suite 850 Englewood, Colorado 80111 Gerald E. Flynn Vail Associates, Inc. 600 Lionshead Mali Vail, Colorado 81657 The Board of County Commissioners of Eagle County, Colorado shall appoint the fifth member to the board of directors prior to the board of directors' first meeting. ARTICLE VII Elimination of Director Liability The liability of a director of the corporation shall be eliminated to the fullest extent permitted by the laws of the State of Colorado. Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director hereunder existing at the time of such repeal or modification. ARTICLE VIII Indemnification To the extent permitted or required by the Act (as defined below) and any other applicable law, if any Director or D7620.A(PF) 3 05/15/93 411 111 Officer (as defined below) of the corporation is made a party to or is involved in (for example as a witness) any Proceeding (as defined below) because such person is or was a Director or Officer of the corporation, the corporation shall: (a) indemnify such person from and against any judgments, penalties, fines (including but not limited to ERISA excise taxes), amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees and disbursements of - counsel, accountants or other experts) incurred by such person in such Proceeding; and (b) advance to such person expenses incurred in such Proceeding. The corporation may in its discretion (but is not obligated in any way to) indemnify and advance expenses to an employee or agent of the corporation to the same extent as to a Director or Officer. The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the corporation may at its discretion provide for indemnification or advancement of expenses of directors, officers, agents or employees of the corporation in a resolution of its board of directors, in a contract or in its bylaws. Any repeal or modification of the foregoing provision of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this article or any part thereof shall be held to be prohibited or modified by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provision or parts shall remain in full force and effect. As used in this article, the following terms have the following meanings: a. Act. The term "Act" means the Colorado Nonprofit Corporation Act as it exists on the date this article is first adopted, and as the Colorado Nonprofit Corporation Act may be thereafter amended from time to time. In the case of any amendment to the Colorado Nonprofit Corporation Act after the date of adoption of this article, when used with reference to an act or omission occurring prior to effectiveness of such amendment, the term "Act" shall include such amendment only to the extent that the amendment permits a corporation to provide broader indemnification rights than the Colorado Nonprofit Corporation Act permitted prior to the amendment. D7620.A(PF) 4 05/15/93 b. Director or Officer. The term "Director or Officer" means: (i) an individual who is or was a director or officer of the corporation; (ii) an individual who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust other enterprise or employee benefit plan; or (iii) any other position (not with the corporation itself) in which a director or officer of the corporation is serving at the request of the corporation and for which indemnification by the corporation is permitted by the Act. c. Proceeding. The term "Proceeding" means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal. ARTICLE IX Bylaws The bylaws of the corporation may contain any provisions for the regulation or management of the affairs of the corporation that are not inconsistent with law or these articles of incorporation, as these articles may from time to time be amended. However, no bylaw at any time in effect, and no amendment to these articles, shall have the effect of giving any director or officer of the corporation any proprietary interest in the corporation's property or assets, whether during the term of the corporation's existence or as an incident to its dissolution. ARTICLE X Amendment Any provision of these articles of incorporation and the bylaws of the corporation may be altered, amended, repealed or adopted only by resolution duly adopted by a majority of the board of directors, which resolution has received the prior approval of the Board of County Commissioners of Eagle County, Colorado. ARTICLE XI Incorporator The name and address of the incorporator is James R. Fritze 500 Broadway, P.O. Box 850 Eagle, Colorado 81631 D7620.A(PF) 5 05/15/93 • III Executed this /7 of May, 1993. 6 C�' mes R. Fritze STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) Acknowledged before me this /7 day of May, 1993 by James R. Fritze as incorporator. Witness my hand and official seal. My commission expires 1 /, /c q4/ (SEAL), Notary Public III V III D7620.A(PF) 6 05/15/93 mszla (PF) 411 411 BYLAWS OF LAKE CREEK AFFORDABLE HOUSING CORPORATION ARTICLE I Office and Agents 1. Business Offices. The principal office of the corporation shall be located in Eagle County, Colorado. The corporation may have such other offices, either within or without Colorado, as the board of directors may designate or as the affairs of the corporation may require from time to time. 2. Registered Office. The registered office of the corporation required by the Colorado Nonprofit Corporation Act to be maintained in Colorado may be, but need not be, the same as the principal office if in Colorado, and the address of the registered office may be changed from time to time by the board of directors or by the officers of the corporation. 3. Registered Agent. The corporation shall maintain a registered agent in the State of Colorado as required by the Colorado Nonprofit Corporation Act. Such registered agent may be changed from time to time as provided by the Colorado Nonprofit Corporation Act. ARTICLE II Members 1. No members. The corporation shall have no members. ARTICLE III Board of Directors 1. Number and Term of Office. Except as otherwise provided in the articles of incorporation or the Colorado NonProfit Corporation Act, the business and affairs of the corporation shall be managed by a board of directors consisting of five members. Of the five members, four members shall be appointed by the Board of County Commissioners of Eagle County, Colorado and one member shall be appointed by Vail Associates, Inc., a Colorado corporation. Of the four members appointed by the Board of County Commissioners of Eagle County, one member shall represent an employer which has been actively engaged in a business enterprise employing five or more full -time employees located within that portion of Eagle County • School District No. Re -50J located in Eagle County (the "Designated Employer ") ; and one member shall be nominated for approval by Corum Real Estate Group, Inc. ( "Corum "), a Colorado corporation, so long as Corum holds subordinated debt in connection with the financing of the Lake Creek Apartments project. If the Board of County Commissioners of Eagle County does not approve a nominee of Corum, Corum is entitled to nominate different nominees until a nominee is appointed. If Corum no longer holds subordinated debt in connection with the financing of the Lake Creek Apartments project, the Board of County Commissioners of Eagle County has the option to retain a Corum representative on the board of directors or at any time replace the Corum representative with another employer representative meeting the same requirements as the Designated Employer. Each director shall be a natural person of the age of eighteen years or older but does not need to be a resident of the State of Colorado. A director shall hold office until the director's resignation, removal or death. 2. Removal. The directors appointed by the Board of - County Commissioners of Eagle County may be removed at any time, with or without cause, by the Board of County Commissioners of Eagle County. The director nominated by Corum may also be removed at any time, with or without cause, by Corum. The director appointed by Vail Associates may be removed at any time, with or without cause, by Vail Associates. Removal shall become effective when the party removing a director provides written notice of the removal to each member of the board of directors and the director being removed. Notice shall be delivered in the manner described in section 3 of article IV of these bylaws. 3. Vacancies. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring on the board of directors as a result of removal, resignation, death or other reason, may be filled by following the same methodology described in section 1 of this article. 4. Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of directors of attendance at board meetings may be paid or reimbursed by the corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity. D7621.A(PF) 2 05/15/93 ! 4 ARTICLE IV Meetings of the Board 1. Place of Meetings. The regular or special meetings of the board of directors shall be held at the principal office of the corporation or any other place within or without the State of Colorado that a majority of the board of directors may designate from time to time by resolution. 2. Meetings. Meetings of the board of directors may be called at any time by or at the request of the president or by a majority of the members of the board. 3. Notice of Meetings. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at the director's business address at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days - prior thereto by personal delivery of written notice or by telephonic, telegraphic, telex or facsimile notice or notice sent by overnight courier service (and the method of notice need not be the same as to each director). If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. If telegraphed, such notice shall be deemed to be given when the telegram is delivered to the telegraph company. If transmitted by telex or facsimile, such notice shall be deemed to be given when the transmission is completed. If sent by overnight courier service, such notice shall be deemed to be given when delivered to the courier service. Any director may waive notice of any meeting before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by the Colorado Nonprofit Corporation Act. 4. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. D7621.A(PF) 3 05/15/93 . 411 5. Ouorum and Voting. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting until a quorum shall be present. No director may vote or act by proxy at any meeting of directors. 6. Committees. By one or more resolutions adopted by a majority of the directors then in office, the board of directors may designate from among its members one or more committees, each of which shall consist of two or more directors and, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, except as prohibited by the Colorado Nonprofit Corporation Act. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the board shall be as established by the board of directors, or in the absence thereof, by the committee itself. 7. Meetings by Telephone. Members of the board of directors or any committee thereof may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. 8. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the directors or any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members taken at a duly -held meeting thereof, and shall be effective when all of the directors have signed the consent, unless the consent specifies a different effective date. ARTICLE V Officers and Agents 1. General. The executive officers of the corporation shall be elected annually by the board of directors. The officers of the corporation shall consist of a president, a secretary and a D7621.A(PF) 4 05/15/93 4 treasurer, or a secretary /treasurer; in addition, one or more vice presidents, a chairman of the board of directors and such other officers, assistant officers, agents and employees that the board of directors may from time to time deem necessary may be elected by the board of directors or be appointed in a manner prescribed by the board. Two or more offices may be held by the same person except that one person shall not at the same time hold the offices of president and secretary. Officers shall hold office until their successors are chosen and have qualified, unless they are sooner removed from office as provided in these bylaws or until death or resignation. All officers of the corporation shall be natural persons of the age of eighteen years or older. Officers of the corporation need not be residents of the State of Colorado or directors of the corporation. 2. General Duties. (a) All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and shall perform such duties in the management of the corporation as may be provided in these bylaws or as may be determined by resolution of the board of directors not inconsistent with these bylaws. In all cases where the duties of any officer, agent or employee are not prescribed by the bylaws or by the board of directors, such officer, agent or employee shall follow the orders and instructions of the president. (b) Unless authorized to do so by these bylaws or by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount. Subject to the foregoing limitation, any officer shall have the power to execute and deliver on behalf of and in the name of the corporation any instrument requiring the signature of an officer of the corporation, except as otherwise provided in these bylaws or where the execution and delivery thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. 3. Vacancies. When a vacancy occurs in one of the executive offices by reason of death, resignation or otherwise, it shall be filled by a resolution of the board of directors. The officer so selected shall hold office until his successor is chosen and qualified. 4. Salaries. The board of directors shall fix the salaries of the officers of the corporation. The salaries of other agents and employees of the corporation may be fixed by the board of directors, or by any committee designated by the board or by an D7621.A(PF) 5 05/15/93 411 • officer to whom that function has been delegated by the board. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. 5. Removal. Any officer or agent of this corporation may be removed by the board of directors whenever in its judgment the best interests of the corporation may be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or an agent shall not of itself create contract rights. 6. Chairman of the Board. The chairman of the board, if any, shall preside as chairman at meetings of the board of directors. He shall, in addition, have such other duties as the board may prescribe that he perform. At the request of the president, the chairman of the board may, in the case of the president's absence or inability to act, temporarily act in his place. In the case of death of the president or in the case of his absence or inability to act without having designated the chairman of the board to act temporarily in his place, the chairman of the board shall perform the duties of the president, unless the board of directors, by resolution, provides otherwise. If the chairman of the board shall be unable to act in place of the president, one or more vice presidents may exercise such powers and perform such duties as provided in paragraph 8 below. 7. President. The president shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall have general supervision and control of the business and affairs of the corporation. In the event the position of chairman of the board shall not be occupied or the chairman shall be absent or otherwise unable to act, the president shall preside at meetings of the directors and shall discharge the duties of the presiding officer. The president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. 8. Vice Presidents. Each vice president, if any, shall have such powers and perform such duties as the board of directors may from time to time prescribe or as the president may from time to time delegate to him. At the request of the president, in the case of the president's absence or inability to act, any vice president may temporarily act in his place. In the case of the death of the president, or in the case of his absence or inability to act without having designated one or more vice presidents to act D7621.A(PF) 6 05/15/93 . • temporarily in his place, the board of directors, by resolution, may designate a vice president or vice presidents, to perform the duties of the president. If no such designation shall be made, the chairman of the board of directors, if any, shall exercise such powers and perform such duties, as provided in paragraph 6 of this Article V, but if the corporation has no chairman of the board of directors, or if the chairman is unable to act in place of the president, any of the vice presidents may exercise such powers and perform such duties, by order of seniority. 9. Secretary. The secretary shall keep or cause to be kept in books provided for that purpose the minutes of the meetings of the board of directors and any committee, if any; shall see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; shall be custodian of the records and of the seal of the corporation and see that the seal is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized and in accordance with the provisions of these bylaws; and shall perform all duties incident to the office of secretary and such other duties as may, from time to time, be assigned to him by the board of directors or by the president. In the absence of the secretary or his inability to act, any assistant secretary, if any, shall act with the same powers and shall be subject to the same restrictions as are applicable to the secretary. 10. Treasurer. The treasurer shall have custody of corporate funds and securities. He shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the corporation in the depository or depositories of the corporation selected by the board of directors, and shall render an account of his transactions as treasurer and of the financial condition of the corporation to the president and /or the board of directors upon request. Such power given to the treasurer to deposit and disburse funds shall not, however, preclude any other officer or employee of the corporation from also depositing and disbursing funds when authorized to do so by the board of directors. The treasurer shall, if required by the board of directors, give the corporation a bond in such amount and with such surety or sureties as may be ordered by the board of directors for the faithful performance of duties of his office. The treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the board of directors or the president. In the absence of the treasurer or his inability to act, an assistant treasurer, if any, shall act with the same authority and shall be subject to the same restrictions as are applicable to the treasurer. 11. Secretary /Treasurer. In lieu of the separate offices of secretary and treasurer, the board of directors may D7621.A(PF) 7 05/15/93 • elect one individual to the position of secretary /treasurer, who shall perform all of the duties and have such powers as are set forth herein for the secretary and the treasurer of the corporation. 12. Delegation of Duties. Whenever an officer is absent, or whenever, for any reason, the board of directors may deem it desirable, the board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors. 13. Bond of Officers. The board of directors may require any officer to give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for such terms and conditions as the board of directors may specify, including without limitation for the faithful performance of his duties and for the restoration to the corporation of all property in his possession or under his control belonging to the corporation. ARTICLE VI Miscellaneous 1. Account Books, Minutes, Etc. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its board of directors and committees. All books and records of the corporation may be inspected by any director, or that director's authorized agent or attorney, for any proper purpose at any reasonable time. 2. External Audit and Operating Summaries. The corporation shall obtain an external audit from a certified public accounting firm for each fiscal year. The corporation shall require the project manager of the Lake Creek Apartments project to provide quarterly operating summaries for the project including, but not limited to, current and projected revenue, expense and capital expenditure reports. 3. Fiscal Year. The fiscal year of the corporation shall be the calendar year. 4. Conveyances and Encumbrances. Property of the corporation may be assigned, conveyed or encumbered by such officers of the corporation as may be authorized to do so by resolution of the board of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute. D7621.A(PF) 8 05/15/93 . • • 5. Desicmated Contributions. The corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax - exempt purposes, as set forth in the articles of incorporation. As so limited, donor - designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use. Further, the corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the corporation's tax - exempt purposes. 6. Conflicts of Interest. If any person who is a director or officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with such person, any member of that person's family, or any entity in which that person has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the corporation, of such person's interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within such person's knowledge that bear on the advisability of such transaction from the standpoint of the corporation, and (c) refrain from voting on the decision to enter into such transaction. This section shall not be deemed to apply, and no conflict of interest shall be deemed to be present, for the sole reason that an officer or director of the corporation is an officer, director, employee or agent of Vail Associates, the Designated Employer or Corum. 7. Loans to Directors and Officers. No loans shall be made by the corporation to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until it is repaid. 8. Amendments. The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the board of directors subject to the prior approval of the Board of County Commissioners of Eagle County. Amendment to these bylaws which would change the number of members of the board of directors or the manner of appointment described in section 1 of Article III shall not be made without first receiving an opinion of counsel to the effect that such amendment will not adversely affect the corporation's qualification under I.R.S. Revenue Ruling 63 -20 or any rule or regulation superseding such ruling. D7621.A(PF) 9 05/15/93 • 110 9. Severability. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted. 10. Governing Law. These bylaws shall be governed by and construed in accordance with the laws of the State of Colorado. I, , as Secretary of Lake Creek Affordable Housing Corporation, hereby certify that the foregoing bylaws were adopted by the board of directors of the corporation effective May _ , 1993. , Secretary D7621.A(PF) 10 05/15/93